And now,
the reading of the prophecy.
"It should come to pass,
at the close of the first millennium,
at the rise of the Halloween moon,
a Cromwell of great power
will embrace the Gift. "
Marnie Piper is the Cromwell
of the prophecy,
the one that we have waited for.
Keep. Give away.
Keep it. Give away.
Mmm... Keep it.
Give away.
Keep it.
- Marnie.
- Hey, Mom.
What is going on in here?
I'm making a new start, I'm
cleaning high school out of my closet.
Well, actually,
it's cleaning itself out,
I'm just helping it make decisions.
- Did I buy that dress?
- I bought that.
Oh. Love it.
Mother, I just want to speak to her.
Well, where is she?
Tell her I just want to talk to her.
- Mom, are you talking to soup again?
- Absolutely not. Ow.
- There's room for that in the garage.
- Cool.
- Garage.
- Marnie!
- What?
- Stop with the magic.
You said no magic around Sophie.
- Sophie's gone.
- Don't remind me.
Traipsing around another dimension,
learning magic, doing spells.
- She's too young.
- Relax. She's with Grandma Aggie.
Oh. And that's supposed
to make me feel better.
Mom, the soup.
- Oh, OK. Who wants soup?
- Not me.
Well, we'll just let it simmer.
Gwen, dear.
Yoo-hoo! Wake up!
Marnie, dear,
I thought the call was dropped.
- We're right here, Grandma.
- Hello, Mother.
Gwen, darling, I want to go over
one more thing before we lose contact.
Lose contact? Who's losing contact?
Why are we losing contact?
Well, Sophie's training
is progressing beautifully.
But her inter-dimensional time travel
needs a lot of work.
- Must run in the family.
- Her time travel messes up.
Mother, you're fading.
You won't be able
to contact me.
I'll be in touch as soon as I can.
Oh, Marnie.
Congratulations.
Bye, Grandma!
Man, the soup pot coverage
in this area stinks.
Congratulations on...?
What?
I've been accepted to Witch University.
I'm going to college in Halloweentown.
No. Marnie.
We discussed this.
You're going to community college
for two years,
- and then to State.
- Exactly what everybody here does.
I'm not spending another four years
with the same people.
You're not gonna spend it with witches.
What's wrong with being a witch?
I'm a witch, you're a witch.
- I just want college to be different.
- College here will be different.
How? I'll still have to hide my magic
because of a few people.
I want to use it.
I have powers nobody else has.
Powers I haven't even discovered yet.
I want to find out who I am.
With all that power
comes responsibility, Marnie.
You stole that from Spider-Man.
Listen to me, Marnie.
The world is...
Not all magic is good, OK?
There are some very bad witches
in Halloweentown.
Mom, I know you want to keep me safe,
but I'm 18 now.
You can't control me anymore.
I'm going to Witch U.
- Well, I won't pay for it.
- You won't have to.
Hello, Marnie.
My name is Dr. Luxana Goodwyn,
and I'm the chancellor
of Witch University.
On behalf of the entire faculty,
I want to extend to you
a full scholarship.
We would be proud to have a Cromwell
at Witch University.
I can't believe you would apply
without even asking me.
I knew you'd never approve.
Whoo-hoo!
I don't think she trusts you.
I can go to college by myself.
Everyone else does.
Can't you make these bags grow legs?
Absolutely.
That's not what I meant.
Wait!
So... do you have everything?
I think so.
I wanted to give you this.
It's a personal witch's glass.
It only calls home.
I mean, if you need anything.
- Mom.
- Come here.
Come here, sweetie.
OK. You gotta get going now. Bye.
I can't believe I'm really going
to Witch University.
I wonder how I'll be transported there.
Maybe they'll send a train of black
carriages driven by headless horsemen.
Maybe a flotilla of Spanish galleons
to carry us across a misty lake.
Or, maybe they'll just send Benny.
Hey, kids, welcome back.
- Hey, Benny.
- We're not kids anymore, Benny.
Sister, to me everyone's a kid.
What's that all about?
Millennium anniversary
of Halloweentown.
There's gonna be a celebration
up at the castle on Halloween night.
Big shindig.
This is the perfect time
to go to Witch University.
Yeah, perfect.
OK, kids, why did the skeleton
stop for barbeque?
- Why?
- He needed some spare ribs!
Get it? What did the skeleton say
when he jumped on his motorcycle?
"Bone to be wild. "
- Hey, it's the university.
- Ah, ain't she beautiful?
OK, that's pretty cool.
This street is really "marrow. "
Get it?
Posters to be scratch and sniff.
It's exactly the way
I imagined it would be.
Exciting and ancient and magical.
Enjoy your stay in Halloweentown.
Oh, yeah.
Hello, university!
- Hello, Marnie.
- Dr. Goodwyn.
Welcome to Witch University.
- And you are?
- My porter.
Her brother.
Hi, I'm Dylan.
Dylan. Well, shall we?
How are you?
So the young Cromwell is finally here.
Alert the members of the Dominion.
By Halloween night
the prophecy will be fulfilled.
Sweet. My kind of people.
You mean witches and warlocks
who look just like us?
Or all those other weird creatures
unburdened by magic?
I mean students, which you are not.
Hey, is that Ethan?
Hey, Ethan!
Aren't you late for something,
like your own life?
No kidding. But I promised Mom
I'd help you move in.
- Show-off.
- Jealous.
Your powers won't wait forever.
Use 'em before you lose 'em.
- I prefer the power of my brain.
- Magic is so much more fun.
Desino venefisio.
Hey-ya!
- Did he say "dusty venison?"
- He said desino venefisio.
You speak Latin.
Want to translate that
into an un-dead language?
It means, "No magic allowed. "
- In dorms?
- In the university.
- What?
- Didn't you read the handbook?
Uh... Yeah, I read the handbook.
Refresh my memory?
It says, "Use of magic
on university grounds is prohibited.
Use of magic to complete schoolwork
will result in disciplinary action.
Use of magic on or against any student,
staff member or professor
will be grounds
for immediate dismissal. "
Good to know.
Insolent child.
Wow. Somebody needs
more fiber in their diet.
And I'm not a child.
Hi. I'm Dylan.
Hi. I'm not your type.
Hey! No magic allowed.
She speaks Latin.
Please tell me
you're not crushed on that.
Into a fine powder.
Time to go home, Dylan.
Uh... not really.
- Uh... yeah, it is.
- I'm staying.
That's funny, 'cause it just sounded
like you said you're staying.
- I'm a student.
- Where?
- Here.
- That's funny,
'cause it just sounded
like you said, "here. "
Mom only agreed to let you go
if I said I'd go too.
Trust me.
I don't want to be here, either.
Are you kidding me?
I gotta go find my dorm.
Fantastic.
What a great room.
No magic in school?
This is Halloweentown.
It's supposed to be all magic,
all the time.
I can't believe my mom
sent my little brother to baby-sit me.
Clean up on aisle seven.
Clean up on aisle seven.
Still waiting
on check stand three.
Ooh. Nice bracelet.
Grandma?
What are you doing here?
Visiting you at college, of course.
Ooh, I was hoping you'd get this room.
Where's Sophie?
Oh, she's touring the galaxy
with some little green docents.
I've seen it a million times.
I'm so glad you're here.
I have so many questions.
And so little time.
You know, your mother's on your side.
Try to cut her some slack.
OK.
Oh, dear.
A solar flare is about to interfere
with my slip stream.
You must be very careful
while you're here, dear.
There are secrets.
Things I should have told you.
Tell me now.
There's no time.
- Oh.
- Grandma.
I'm sorry, dear.
What if she's not OK
and that's why she isn't calling?
I'm just not good at this.
- Coupon?
- Oh, right. Here.
I'm a mom.
That's what I do.
That's what I've always done.
I guess I just didn't realize
they'd all fly off at once.
I have an empty nest.
- Will there be anything else?
- I just want my little birdies back.
Ma'am, your groceries.
We need assistance in floral.
Assistance in floral.
Meltdown on register three.
Come in!
How Zen.
Hello?
Um... My name's Marnie Piper.
I got your card, and, um, I just...
Holy... smokes.
Marnie. I'm Aneesa,
your resident advisor.
My resident advisor's a genie?
The first to be accepted
to Witch University.
- My parents are very proud. Tea?
- Yes, thank you.
I invited you here to talk about you.
Any questions about the school?
Yeah. What's with the three style slaves
that patrol the commons?
Sinister sisters.
Well, I mean,
they're a bit snippy, but...
Sinister's their real name.
Scarlett, Sapphire and Sage Sinister.
Their father's
a very rich and powerful warlock.
They rule the school.
Specials today
are monster mash with pigs' wings,
dung beetle salad, newts' eye gravy
and succotash a la scorpion.
Thank you.
Hey, if magic is illegal,
how come they get to use it?
They're not.
Some guys will do anything for Scarlett
and her sisters, even if it's illegal.
Teacher!
Don't they have any self-respect?
- Hey.
- Hey.
Wow. That's quite a vocabulary
you guys got there.
I can hardly keep up.
Marnie, this is...?
Ethan Dalloway.
You two know each other?
I just wanted to say I'm sorry,
you know, for everything.
No, I'm sorry.
It must be really difficult,
dealing with your father's exile.
Yeah, but your grandma's been great.
I worked for her over the summer,
helping her collect potion ingredients.
- Snake spit, frog phlegm...
- Mmm.
We get the picture.
- You guys want to sit down?
- Yeah.
So do you have your class list yet?
Yeah, I've got History of the World,
Magic Immortal, Magic Themes
Using Classic Literature...
You know, pretty normal college classes.
So what's up with this no magic rule?
That's new. Students used to be required
to use their magic in classes.
That was when Witch University
was for witches only,
no monsters or mummies
or genies allowed.
- When did it change?
- Last year.
- Who's the dork that changed it?
- You are.
Me?
When you opened the portal
between the worlds
kids from Halloweentown
went to college in the mortal world.
- Why would they do that?
- Why would anyone go off to college?
To get away from Mom and Dad, far away.
A world away.
Witch University needed more students so
they opened enrollment to non-witches.
- That's how I got in, because of you.
- Well, that's great,
- but why no magic?
- To level the academic playing field.
It wouldn't be fair if witches
could use magic to do coursework
and the rest had to do it
the old-fashioned way.
But look around.
Some of us aren't following the rules.
The Sinister sisters, those guys.
They're using magic.
But they make sure
no faculty member is watching.
That's rule number two. Do all the magic
you want, just don't get caught.
There. All I needed was a job.
My nest isn't empty.
It's full... of potential.
Hi. I'm Gwen Piper,
real estate agent of this real estate.
- If you have any questions at all...
- What a dump.
I mean, the front yard
is totally a mess.
I mean, would it kill somebody
to rake a leaf or two?
I really should tidy up now.
Where are you hiding?
- Befuddled.
- Discombobulated.
- I vote for flummoxed.
- Flummoxed it is.
Professor Periwinkle's
most definitely flummoxed.
She's a dead ringer for Grandma.
Ah!
Oh, fiddlesticks.
That will be our little secret.
Now. I seem to have misplaced my
Collected Works of William Shakespeare.
- I have a copy, Professor.
- Oh, lovely.
Extra credit for being well-prepared,
Miss Sinister.
It's not fair.
She takes my book,
breaks the no magic rule
and gets extra credit for it.
Hey, um, Scarlett, I was wondering
if you'd like to help out
with the millennium celebration
culinary committee.
- You're drooling.
- Oh. Only when I'm around food
or think about food
or food-like substances.
It's nothing to be ashamed of.
Scram, snot boy.
- Are you OK?
- She called you snot boy.
She just can never remember my name.
It's kind of a hard one.
- What is it?
- the Third.
Yeah, that's a toughie.
How come there's never a teacher around
to see them use magic?
Thank you. Everyone's been very kind.
Apparently not everyone.
Ethan.
I'm sure.
My name is Dr. Ichabod Grogg.
You will address me as "sir"
or "Dr. Grogg. "
Not "Grogg,"
"Dr. G,"
"G-dawg" or "G-units. "
On the desk before you,
you will find a single sheet of paper.
I require an essay
to ascertain your familiarity
with your entire history of the worlds,
both mortal and magical.
You may begin.
Thank you, Miss Sinister.
Dr. Grogg, sir,
I think we got off on the wrong foot,
- and I just wanted to say...
- Stop!
Explain yourself.
That isn't my paper.
I wrote a full page. It was thoughtful,
well-organized and concise.
Something appears to be missing.
The words, perhaps.
That witch hexed my paper!
Hmm.
It appears someone did use magic
on this assignment.
- Ha. See!
- What I see, Miss Piper,
is that you were in possession
of a hexed essay.
There will be a thorough investigation,
and there will be consequences.
I can't believe it.
Scarlett did that.
I should make her disappear.
Maybe she's just jealous.
You were ranting.
Why in the world would Scarlett Sinister
be jealous of me?
Look...
- Ethan, that's so sweet.
- Marnie Piper.
You're wanted
in the chancellor's office.
Now!
Alrighty, then.
Dr. Goodwyn, I know why I'm here
and in my defense...
- Marnie, you're not in trouble.
- I'm not?
- How weird.
- Tea?
Thanks. So can we find out
who hexed my essay?
Some spells leave a genetic fingerprint,
but this one was too common.
Could have been anyone.
So how are you adjusting?
Honestly, I came here
to learn alchemy and amulets,
potions and portence.
I mean, can't you offer an elective,
just for witches?
- You didn't read the handbook?
- I skimmed.
When this school was established
an enchantment
was placed on the campus.
All spells cast at Witch University
become permanent
at midnight on Halloween.
- You mean permanent-permanent?
- Indeed.
And, for many years,
it was a fine deterrent.
Until we had a small mishap.
How small?
A simple magical housekeeping lesson
went horribly wrong.
Half the freshman class
had to be sent home as teacups.
I'm just disappointed. I mean, I came
here to learn how to be a great witch.
- Like you.
- Marnie.
You will learn more about yourself here
than you ever imagined.
We are late for your next class.
"We?"
Good. The class is all here.
But, uh, no classroom.
Adaperio perplaceo.
This is the old castle dungeon.
It's usually off-limits, but this year
we've selected a few of you
for a very special
educational opportunity.
You will spend this semester
unearthing the treasures
of a millennium of Halloweentown history
buried beneath this castle.
Three-quarters of your grade will be
based on your personal discoveries.
You will be supervised in your work by
our own expert in all things historical,
Dr. Ichabod Grogg.
The fossil himself.
Hmm.
He's right behind me, isn't he?
- Yeah.
- A thousand years ago
this school was built on the ruins
of Miss Piper's ancestral home,
Cromwell Castle.
I will instruct you all
in the manual art
of archaeological recovery
and identification.
I expect great things.
Please gather round.
At any archaeological site these are
the tools of the trade you will use.
First the...
Boo.
You must be so curious
what's down there.
- What?
- What?
Priceless family heirlooms...
Buried treasure...
I'm just here to learn,
like everybody else.
But we're not like everyone else.
You heard what Goodwyn said.
What we find here determines our grade.
We're witches. We have powers.
Which would be unfair to use.
What's unfair is having our magic
bottled up like this.
I don't know about you,
but my fingers are just itching
to zap some nasty old Cromwell antiques
out of that hole.
...and paintbrushes...
Ew.
Dr. Grogg, look what I found.
- "S. Cromwell?"
- What's in there?
Gadzooks.
- How do I open it?
- Use a key?
Where is the key?
Don't look at me.
- You just had to show off.
- What?
You used magic in class.
It's all over school.
You could be expelled.
I didn't use magic.
Tell him, you guys,
I didn't use magic to dig up that box.
Sorry, Marnie, but it didn't look good.
Yeah, the whole earth-shaking
beam of light thing.
The box landed right in your hand.
But I didn't do anything.
It just came to me
like it wanted to be with me.
Like it... belonged to me.
And now,
a reading of the prophecy.
"And it shall come to pass,
at the close of the first millennium,
at the rise of the Halloween moon,
a Cromwell of great power
will embrace the Gift
and all the world will find peace
under her dominion. "
Marnie Piper is the Cromwell
of the prophecy,
the one we have waited for.
And I am happy to report
the child has found the ancient box
which contains the Gift.
Soon we will rule Halloweentown.
- Or not.
- Girls.
- Hi, Daddy.
- Come in, come in.
You have made me so proud.
I heard how you lured the Piper girl
into using her magic
to bring forth the box.
Well done.
Now you must get her to open it.
Uh... yeah.
Well, listen,
that's not gonna be so easy.
- This Marnie chick is super tough.
- She's just so goody-goody.
Why don't you just open the box?
Everybody knows you're super-powerful.
Silence!
Only a Cromwell may unleash the power!
Grogg. Please.
Honey, Marnie Piper has to open the box
for the prophecy to be fulfilled.
- Oh.
- Yeah, but if she has to use magic,
- there's no way.
- Goody-goody, remember?
Yeah. She, like, follows the rules.
Then we must work together, girls.
We must tempt her to break the rules.
She must use her own magic
to open that box.
Do you understand?
Whatever.
This is gonna take forever.
Maybe I could just...
Nah.
- Don't do that to me!
- I'm sorry. I just...
I hadn't heard from you, and I wanted
to make sure you were all right.
I'm fine, Mom.
Dylan's Dylan, but he's fine too.
Oh, good. I'm fine, really.
- I'm fine.
- You can't do this to me.
If I get caught using magic
I could be expelled.
What? Expelled?
I'm sorry.
I just knew that I'd find you here.
You knew I'd be doing my laundry?
- Are you spying on me?
- No.
When I was in college I did laundry
on Wednesdays too.
Great. I'll be expelled
for being predictable.
Mom, do you know anything about
a family heirloom, some silver box?
- Silver box?
- It's ancient, filthy...
- Man, does it need washing.
- Marnie! Wait.
I love you!
Yup. I love this plumbing.
It's really good plumbing.
I can't get enough of it.
- Am I seeing what I think I'm seeing?
- Yes.
You've spotted the elusive guy
doing his own laundry.
A rare creature, indeed.
So, uh, you want to
just zap this stuff clean
and go get a cup of coffee with me?
Mmm... I was just accused
of using magic when I didn't.
I'm not about to be accused
of using magic when I did.
I have no idea what you just said,
but you looked really cute saying it.
- Why don't you just use your magic?
- What magic would that be?
You know.
We're not talking about laundry?
Marnie Piper,
meet the chancellor at the dig site.
Sorry.
Chancellor really needs
to get a cell phone.
- Rain check on the coffee?
- And the magic.
Oh, it's beautiful.
- Let's open it.
- Small problem.
- There's no key.
- Piffle. That's what magic is for.
- Are you kidding?
- I'm chancellor of this university.
If I say it's OK, then it's OK.
Is this a trap?
Marnie, you're young.
You're a witch.
- Have a little fun.
- You don't have to tell me twice.
Or three times.
Open sesame?
Oh, well, that was a bust.
- Goodwyn actually asked you to...
- Shh!
...use magic to open the box?
Yes. I couldn't believe it,
but nothing worked.
- Nada.
- Why didn't she open it?
She said it belonged to a Cromwell,
so only a Cromwell could open it.
If only I had the key.
Hey, you think, maybe,
you could do that smokey smokey thing
and just take a peek inside?
That only works with my own lamp.
Shoot.
S. Cromwell would know where the key is.
I wonder what
the "S" stands for, anyway.
My grandma would know. She knows
everything about Halloweentown.
I wish I could talk to her.
I don't know where she is.
I don't know when she is.
So what do Shakespeare's characters
in Midsummer Night's Dream
teach us about love?
Well, Helena knew
her boyfriend was a jerk,
but she loved him anyway.
Only because that freaky little fairy
cast a magic spell on them.
Fairies are not freaks.
Sorry. I'm just saying it's not love
if he's forced to like her.
Maybe she likes controlling him.
But you don't control someone you love.
That would be a nightmare, not a dream.
Wonderful discussion.
All right, we'll pick this up Monday.
Have a lovely weekend, all.
- Professor Periwinkle?
- Yes, dear?
Do you think I could talk
to you sometime?
- This is your office?
- It's larger than it appears.
- This is wonderful.
- Yes.
So you obviously don't adhere
to the no magic rule in here?
Oh, heavens, no.
I refused to sign that pledge.
What is it you kids say these days?
"Not gonna let the man
keep me down?"
We kids haven't said that for awhile.
What is it, dear?
It's just, you remind me of someone
I really miss right now.
Well, you're welcome here anytime.
- So how is your grandmother?
- You know my grandmother?
Our families have been friends
since before Halloweentown existed.
Well, do you know an S. Cromwell?
- A Susan or a Sara or a...?
- Splendora.
I wondered when you were
going to ask about her.
- I haven't heard that name in years.
- So you know her.
Oh, yes, I knew her.
A very long time ago.
You're not about to tell me
Splendora is you, are you?
Because I'm having
a very strange Star Wars moment.
No. Splendora was my friend.
We met in the early days
of Halloweentown.
- Well, what can you tell me about her?
- Nothing.
- Nothing?
- I've said too much already.
I made a promise
to keep Splendora's identity a secret.
But you can tell me.
I can keep a secret.
No. It's too soon.
- You're simply not ready.
- Not ready for what?
When you can answer that yourself,
you'll be ready.
Now, I'm sorry, Marnie.
I can say no more.
Amo. Amas.
Amat.
Scarlett, mei amate.
I gotta change that ringtone.
- What?
- Dylan, I need your help.
What took you so long?
I was in the middle of something.
I have a date tonight.
Is that cologne?
- Too much?
- Just a tad.
- Where are we going?
- This way. Just stay downwind.
You ever wonder
about our family history?
Here's the place
to find out about it.
History of the Cromwell's,
Little Cromwell Women,
Cromwell's Inferno.
All of these books
are about our family.
Uh, yeah, I caught the theme.
One of them has to tell us
who Splendora Cromwell was,
and what she locked in that box.
- Just give me a minute.
- A minute?
- I know you're fast, but I mean...
- I'm more than fast.
- I'm magic.
- Did you just use the "M" word?
I use magic to speed read, OK?
- Not here, but in high school.
- No wonder you skipped a grade.
It's the only thing
I use my powers for, I swear.
- But the rules...
- Oh, OK.
I won't use magic to read.
OK. Just do it.
I know what's in the box.
What? What's in the box?
- Power.
- What kind of power?
- The magical kind.
- That's my favorite kind.
Inside that box is power
called the Gift, capital "G."
It's a magical power
no other witch in Halloweentown has.
A thousand years ago Splendora Cromwell
locked the Gift inside that box
and buried it.
- And?
- And nothing. That's all I know.
There were... pages missing.
Mei amo.
Hey. Hi.
Scarlett.
- We had a date, remember?
- Sorry, it doesn't ring a bell.
Oh. If you don't remember that's OK.
Um... I'd like to buy you dinner.
And I'd really like a unicorn
for a pet, but...
...that's not gonna happen either,
is it, toad?
Hey, you can't talk
to my brother like that!
Uh... yes she can.
Talk to me like that
or any way you want, actually.
Maybe I can help you and your sisters
with your homework.
- Scarlett.
- Mmm.
Let's go, baby.
In a moment she will appear
in the cauldron.
- Don't say anything.
- Dylan.
- I don't want to talk about it.
- Something needs to be done.
She's using powers
to terrorize the school.
That's what people with powers do.
They wield them.
Just leave it alone, Marnie.
No. After what she did to you,
I want to crush her into a fine powder.
Relax. It's Mom.
You gotta change that ringtone.
- Dylan, you're there.
- Where else would I be?
- Are you all right?
- I'm the same.
Still a dork, still dateless.
Dylan, hang on a sec.
Now, sweetie, your father and I thought
you and Princess could share a room.
- Princess needs her own room.
- OK, cupcake.
We'll just keep looking.
After all, this is just a two bedroom.
I'm sorry. Did I say two-bedroom?
Oh. No, this is a large three-bedroom.
Go look.
Dylan, how's Marnie?
She sounded a little distracted
when I talked to her.
- Um, she's um...
- She's there with you now, isn't she?
Yep. Put her on.
Hey, Mom. I've got a ton of reading
to do, so I gotta run. Bye!
You shut the pumpkin on Mom!
- I can't tell her what's going on here.
- Why not?
The last thing Mom wants me to have
is more magic.
Marnie, whatever's in that box
was buried for a thousand years,
and I've got a feeling
it's supposed to stay that way.
Time is running short
and her brother is becoming a problem.
Then we must use him,
- make him part of the solution.
- But he's her family.
That just means
she will do anything to save him.
Trust me.
Hey, Rapunzel!
Too bad. I just cut my hair.
How's studying going?
I wasn't studying.
I was doodling.
Popular class, doodling.
Yes, it's very difficult.
Dexterity and all that.
Think you could take
a doodling break tonight?
- Say, like, 8:00?
- I don't know.
I have a doodle final on Monday.
- But... OK.
- Great.
I'll see you tonight, then.
- Hi, Kelly.
- Hey.
- Hey.
- Hey.
- I thought we were past that.
- We are. Definitely.
So... it's a beautiful night.
Yeah. Perfect for flying, right?
- Too bad we don't have a broom.
- Yeah, I love flying.
It's my favorite thing
about being a witch.
Mine, too.
Ethan, it's beautiful.
It was a gift from my dad,
from before.
We couldn't... could we?
Technically, we would be off campus.
- You're right.
- You first.
- Get on.
- I don't know.
OK.
I'm gonna regret this.
- Hold on.
- Tree! Tree, tree!
I got it.
Yeah!
Hey, look at that!
Whoo!
- Wow. That was great.
- Fun.
- Ice cream?
- Sure. Sounds great.
- We'll share it.
- Good. I'll get it right now.
Banana.
- Thanks.
- You're welcome.
Healthy appetite.
- I like that in a girl.
- Thanks for getting me out.
Somebody needed
to save you from doodling.
Yeah. I've been kind of obsessed
with that box I found in Grogg's class.
- So smart.
- And handsome.
- Oh, great.
- Like, scary handsome.
And super-scary handsome.
- Thank you.
- You're super-welcome.
So my physics test is like, take home.
Lucky, huh?
And my psych essay has to be 500 words.
I already have the title.
Mortals: Why Are They so Totally Boring?
Marnie, wait.
- Clever.
- You're cute when you're thinking.
I can almost see the little tiny gears
grinding in your head.
- Get away from my brother.
- No. Don't get away.
Relax, "Mom. "
He's just doing some tutoring.
Did you just call me "Mom?"
Yes, she did, so stop acting like her.
- Dylan, get up.
- No.
- You tell her, Dillie.
- Dillie?
Maybe you should start
on my book report now.
- Yeah, Dillie.
- OK. What did they use on you?
A love potion?
An adoration amulet?
He offered to help us, remember?
OK, hexed pens are one thing, but how
could you use magic on my brother?
We couldn't risk using our own magic
to do homework.
Besides, I wouldn't call this magic.
Really? What would you call it?
- Cheating.
- Let him go.
Make me.
Don't have the power
to control me, do you?
Not even close.
Wait up, ladies.
Dylan!
Dylan!
How could they disappear that fast?
Witches.
Marnie, wait.
They could be casting another spell
on Dylan as we speak.
To make him do what?
More math? He loves math.
Are you coming or not?
Whoa. What's going on?
- I don't know.
- Whoa.
- Whoa!
- What's happening?
Whoa!
- Something's not right.
- What do you mean, not right?
I don't know!
Hang on!
Watch out!
Hello, landing gear.
Sorry. I don't know what happened.
- There it is.
- Wait.
- I can't believe it.
- The broom's a snake.
- Scarlett jinxed our broom.
- I think she set us up.
She knew where we'd be,
she knew we'd have my broom.
- You mean, she's spying on us?
- Or somebody's doing it for her.
- Come on.
- What are you doing?
Taking a moonlit walk
with a beautiful girl.
It's a long way back to campus.
We just crash landed on a broom
that grew a forked tongue.
How can you be so calm?
Having a near-death experience
is strangely comforting.
As you know, next week
is a very special Halloween.
The 1,000 year anniversary
of Halloweentown.
The big celebration's gonna be
right here, at Witch University.
May I just say
that I am just so privileged
to be a citizen of this great big
magical world of ours.
Oh, man,
I promised myself I wasn't gonna cry.
- Ohh!
- Thank you.
Here you go.
Are you OK?
Oh, yeah.
I just got swept off my feet last night.
Sage, if you ever talk to that loser
again, I'm gonna cut you off. I swear.
Why doesn't Marnie cast a spell
to stop Scarlett?
She can't.
It's the one power witches don't have.
They can't completely control
somebody else.
But the Sinister sisters' spell
is controlling Dylan.
They can't make him do
something he'd never do.
Their spell just amplified
Dylan's own desires.
He's doing what he wants to,
he just can't stop.
I can't watch.
The smallest thing we ever ate in my
family was a goat. Who wants to be
the first volunteer?
Uh... Marnie Piper,
come on up here, girl.
- Come on, Marnie.
- Yeah, Marnie!
- So good to see you.
- Drooling.
Sorry.
Perhaps we've been unclear.
Do you girls realize what's at stake?
Personally, I'm a little fuzzy.
We have only a few days until Halloween.
If you can get Marnie Piper
to assume the Cromwell Gift,
we, my lovely daughters,
and the witches of the Dominion,
will use her power
to rule Halloweentown.
- But...
- No buts.
We must get her to open the box
and assume her Gift.
We're trying. Seriously.
Then we need to try harder.
Seriously.
We dug all these things up
with our bare hands.
Totally breaked our manicures.
- I tore a cuticle.
- Are you OK?
Are you sure about this?
We've tried everything else.
If she thinks
she's doing something noble,
she'll do anything we ask.
What a wonderful presentation.
A- plus, my dears. A-plus.
- Can we make her open it?
- Our time is up.
Something to look forward to
for next time. Class dismissed.
I bet Dillie dug that scroll up for you.
Just like he took your psych exam
and wrote your physics paper.
Marnie Piper, please stay.
What now? I didn't bring up that thing
from the dirt and neither did Scarlett.
Did you see her fingernails?
They're perfect.
Those... Those Sinister sisters
use magic all the time,
but do they get expelled? No.
They get, "A-plus-plus, my dears,"
and that's just wrong.
- You're right.
- I am right.
- I'm right?
- Yes.
And, I promise you,
I'll deal with them soon.
But right now we have something
much more important at stake.
Something only you can help us with.
- Really?
- Open it.
- I don't understand.
- You're special, Marnie.
- Well...
- Upon this scroll
is an ancient Halloweentown prophecy.
It speaks of a powerful Cromwell who
will bring peace to our world forever.
- And you think that's me?
- Marnie, not all magic is good magic.
There are dark forces at work
in Halloweentown.
On Halloween night,
here at Witch University,
dark forces will try to shatter
the peace and tranquility
- of our millennial celebration.
- You alone can save our world.
Fulfill your destiny, Marnie.
Find the key to this box.
Embrace your Gift.
And Halloweentown
will continue to exist in peace.
Wow.
No pressure or anything.
Now go and trust no one.
Hello, boys.
Now, I know that you've been
spying on Marnie Piper.
I just need to know who has been
paying you for your services and why.
Spill it...
...and these babies are all yours.
- Marnie.
- I have to talk to Dylan.
Just stop for one second.
If he's still under Scarlett's spell
he won't want to talk to me.
Fine. I'll try.
Dylan, it's Ethan.
Dude, open up.
Dude.
- What is going on?
- Four papers, two exams,
three book reports and a speech
with visual aids.
- I gotta get back to work.
- Of course.
- Don't try to stop me.
- Wouldn't dream of it.
I can't disappoint Scarlett.
Or Sage. Or Sapphire.
What is that?
My mother.
Marnie. Where's Dylan?
- Studying his brains out.
- Oh, good.
- Are you OK?
- Everything's going to be fine, Mom.
- Going to be fine? What does going...?
- We're fine, Mom.
Call it mother's intuition
or witch's worry,
but I realize it was a bad idea sending
you two off alone to Halloweentown.
- Mom.
- Maybe I could pop in for a visit.
- No. Why?
- Because I want to see you.
- Why can't I come and visit?
- You can't trust me for one second?
- That is not true.
- Other people trust me.
In fact, they rely on me. My professors,
Dr. Goodwyn, even that fossil, Grogg.
They think I'm destined
for greatness. They believe in me.
- I believe in you.
- I gotta go, Mom.
I miss you!
The birdies. They've all flown away.
I just hope they come back soon.
We can't just
leave him like this. We need help.
- Where are you going?
- To get another witch so there's three.
- We can do this.
- No, we can't.
I know it's against the rules, and we
could get expelled, but this is Dylan.
Marnie, I can't help you.
- Can't or you won't?
- Marnie, it's complicated.
No, it's not. It's simple.
I thought you were my friend.
Marnie, they're using you.
Grogg and Goodwyn.
They're part of a secret club
my dad belonged to.
They're these seven witches
who call themselves the Dominion.
They're plotting to use you and
your magic to take over Halloweentown
and make slaves
out of all the other creatures.
They want to rule Halloweentown.
No, you're wrong.
They're the good guys.
Unlike you, Ethan.
Professor Periwinkle, thank you so much
for meeting me off campus.
I just... I needed us to be alone.
I have to talk to Splendora.
And I need your help
to travel back in time.
- Talk to her about what?
- About this ancient prophecy
and this silver box and dark forces.
- And the future of Halloweentown.
- Yes.
- Then you are ready.
- I think so.
I just don't trust anyone else
to help me.
I know time travel is some serious magic
and I don't want to get you in trouble.
Fiddlesticks.
I live for trouble, deary.
Shall we?
Good luck, Marnie.
OK. Right place.
Hopefully it's the right time.
Excuse me.
- Benny?
- Benjamin C. Deadman, at your service.
But Benny does
have a nice ring to it, now.
I'm looking for a witch
named Splendora Cromwell.
In truth?
You know the great lady?
Absolutely.
Can you give me a ride?
Do I seem like
some sort of taxi service to you?
- Not yet, but you will.
- Fortune teller, huh?
Hop on.
What does a skeleton say
before he eats?
Bone appetit!
A thousand years to work
on those jokes and they still stink.
Cromwell Castle, miss.
Home of the great Splendora Cromwell.
Enjoy your stay in Halloweentown.
Thanks, Benny.
Hurry up!
This is Halloweentown?
Buy some fresh fruit
for the poor nation.
- Careful, Periwinkle.
- Fiddlesticks.
- Professor Periwinkle?
- Professor!
Name's Persimmon, miss.
Just a poor fruitmonger.
Don't know no professor now, but...
I'm not like some
of the uneducated dolts round here.
- I can read.
- I know. You teach Shakespeare.
- Who?
- Oh, yeah. He hasn't been born yet.
I need your help. I need to find
my cousin, Splendora Cromwell.
Future queen of Halloweentown's
getting ready for her coronation.
Halloweentown, our future queen!
Queen Splendora.
- Wow. She's... She's...
- She looks just like you.
Splendora, we need to talk.
Look, I just need a minute.
Strange magic, this.
She has the appearance of the queen,
but she smells of mortal.
Smite her.
No. No smiting. I need her help.
Be gone!
I said no smiting.
And no throwing in the hoosegow.
- Psst.
- Professor Periwinkle!
- What's going on?
- Splendora locked herself in her room,
and will not show herself
for the coronation.
- Which room?
- Her bedroom.
In the tower there.
I know just where that is.
Help me.
Aviatus.
You forgot your cloak!
Fiddlesticks.
Splendora's room is my dorm?
Wow. I wonder what they give you
when you're a sophomore.
There it is.
Key. Where's the key?
She hasn't used the box.
Splendora still has the Gift.
Whether she wants it or not.
You must be of my family.
I put a enchantment of protection
upon this room and everything in it.
Only a Cromwell would be allowed inside.
I am a Cromwell.
Indeed.
How is it we have never met?
- I'm from the future.
- Oh. Indeed.
- That would explain the clothes.
- We can't all have a royal dresser.
Look, I'm here because I need whatever
it is you're about to lock in that box.
Do you speak of this?
That's the Gift?
This amulet was handed down to me
by my mother.
And her mother before her,
and so back to the beginning of time.
The Cromwell who wears this 'tis indeed
gifted with a very special old power.
- Power I would not wish upon anyone.
- You could so wish it on me.
Do you understand
what this great power is?
No, not exactly.
Mark this. In this amulet
is the power of absolute control.
With it I can will anyone
to do anything.
- I can control hearts and minds.
- And you don't want that?
Our powers are to be used for good,
to help people.
Halloweentown is a refuge
for all kinds of magical creatures.
Those seven witches call themselves
the Dominion for a reason.
They want to use me and my Gift.
To rule Halloweentown
and turn everyone else into slaves!
Ethan was telling the truth.
'Tis truly sad when a few people
force their views on everyone else.
- My mom says that.
- Then she is wise.
Tonight they will crown me
their queen and...
I do not wish to be queen!
Even my father said King Arthur
hated the whole royalty thing.
- Your father knew King Arthur?
- In truth.
- Was your father Merlin?
- No.
Marvin. Merlin's cousin.
- Splendora!
- I have made my decision.
- Come out here now!
- Tonight,
I will lock away
this terrible power forever.
OK. I totally understand,
but before you do that,
- could I just borrow it real quick?
- No!
- Why not?
- Because.
- Man, you're selfish.
- Silence.
Dance.
Shake. Stop.
Adore me.
This Gift is a curse.
With one word I can make you my slave.
This power could tempt
even a good witch to dark deeds.
Splendora!
You must come out.
We must prepare you for your coronation.
Splendora!
- Why don't you destroy the amulet?
- I cannot.
Three Cromwell's created the amulet.
And only the power of three Cromwell's
will destroy it.
Splendora Agatha Cromwell!
- Did she just say Agatha?
- 'Tis my middle name.
I loathe the Splendora part.
When all this is over
I will become just plain Aggie Cromwell.
You're Aggie Cromwell?
You do have a future.
You'll have loyal friends,
just like that fruit lady.
And you'll be a great person
and a good witch.
And... And a beloved grandmother.
Grandmother?
- Whose grandmother?
- Mine.
Well, if you are my granddaughter,
then my future is bright, indeed.
Insolent girl! Guards!
Guards!
You two. You, you, now.
Get up to Splendora's room and bring her
out by whatever means necessary. Go!
Quickly!
There's only one safe place
to hide this key.
The future.
But you said the power
could turn even a good witch bad.
I trust you, Marnie. After all,
I'm going to train you myself.
Shall we?
See you in a thousand years, Grandma.
Oh. There's something you'll be needing.
Bye, Grandma.
Hello, boys.
Take this outside, will you?
Beautiful, isn't it?
Why don't you just let me hold onto that
so it doesn't fall into the wrong hands.
It's a Cromwell family heirloom.
I don't think you've been
very responsible, Marnie.
- Skipping all those classes.
- What?
You got here just in time.
It's Halloween.
I thought you needed me
to save Halloweentown.
- We do. In just a few hours.
- Why do you think I'll stick around?
You wouldn't leave here
without your brother, would you?
Dylan.
Marnie, my goodness.
Only a few hours until the party begins.
And I really need help
with the fondue cart.
Drool check.
Have you seen my brother?
Nope.
Where have you been?
I've been looking everywhere.
Field trip.
Ethan, I'm so sorry.
You were right about the Dominion.
About everything.
- We need to find Dylan.
- I already did.
Daddy says after tonight this is what
the whole world will look like.
Us versus those things.
Having fun, Scarlett?
Not really. The service here stinks.
Pudding, Scarlett?
Whoa. Whoa!
- Why are you using him like this?
- We're not using him.
- We're using you.
- Whatever. It's over.
Not yet!
Fetch.
Dylan!
Wait, Dylan, stop!
Dylan! Dylan!
Come back here. Here, boy!
Dylan, no!
Dylan! Heel!
Dylan, come back here, boy.
Boy! Dylan!
Mom!
I need you.
I thought you'd never call.
- I really messed up.
- Well, we mess up sometimes.
That's how you learn.
Just this week I blew a big sale
by talking to a birdbath.
But here, at Witch University,
all mess-ups become permanent.
At midnight. I know.
I read the handbook.
- I thought I could do this alone.
- Well, I'm here now.
- And what do I always say?
- We're stronger together.
- Nice.
- Come on.
I wish there was something I could do.
The celebration's about to begin.
No one's seen
the Sinister girls or Dylan.
- Have you checked the pound?
- That is not funny.
- Ethan's out searching for him.
- Let me see this prophecy again.
OK, the first millennium,
Halloween moon...
- "Will find peace under her dominion. "
- The Dominion!
That's what they call themselves,
and Dr. Goodwyn is one of them.
I trusted her. All of this...
The nice dorm room, the scholarship.
- How could I have been so stupid?
- You are not stupid, Marnie.
You are 18.
- Do you have a witch's glass?
- Yeah.
Grandma gave it to me
so I could multitask.
OK. Let's use this and find Dylan.
Illumina obscuratio.
- Oh, Dylan.
- Where is he?
Oh.
What's that on the lock?
- It's an "S."
- As in "Sinister. "
What?
Marnie!
Dylan.
- Where did you find him?
- We had help.
Marnie, I'm sorry.
- You're working with them?
- No!
Oh, yes, he was.
He just didn't know it.
Ethan found your brother,
and we found Ethan.
- Let them go.
- Oh, I will.
As soon as Marnie agrees
to work with us.
- What do you want from me?
- It's quite simple.
Do what your silly grandmother
would not.
Wear the amulet.
Use the Cromwell Gift.
You mean turn all those
inferior creatures into slaves
so the Dominion can rule?
You make things sound
so sinister, Marnie.
We'll bring order to this place.
Together, we'll use the power
to make things run much more smoothly.
It will all be so much easier for
everyone when the Dominion is in charge.
- You want me for your queen?
- Only for one night.
- One night?
- Tonight, at the celebration,
you'll use the Gift to cast a spell,
establishing the rule of the Dominion
over Halloweentown.
A spell which will, of course, become
permanent at the stroke of midnight.
- After that we won't need you anymore.
- Well, I won't do it.
Insolent girl.
Do you want your brother to lap water
from a toilet for the rest of his life?
All we have to do
is keep him that way till midnight,
and he will be
in the doghouse... permanently.
- Fine. I'll do it.
- Marnie.
But I'm going to need time
to get ready.
After all, a girl's only queen
for a night once.
I want my best friend, Aneesa,
to be my royal dresser.
I will hang out in her room,
do my hair, and I will wear a dress,
so I can act the part.
It is my wish.
Absolutely, my queen.
Ethan, make sure Dylan is
in the courtyard before midnight.
We'll be there.
Beam me up, genie.
Come on, Dylan.
We've got three minutes.
I know. It's gonna be fine.
- Do you see them anywhere?
- No.
Dylan!
Dylan! Hi, sweetie!
Oh! I promise you
we will get you out of this mess.
It's almost midnight.
Prepare to receive the Gift.
Change Dylan back now
or no deal.
Yes, my queen.
By the power of three!
Opposable thumbs.
- Thank you.
- Are you OK, honey?
I'm fine, Mom,
but I think I'll just sit.
- And stay.
- OK. Just don't roll over.
Not yet.
Marnie Piper,
granddaughter of
Splendora Agatha Cromwell,
Take on your Gift
and fulfill the prophecy.
After tonight you'll be free
to use your power as you wish.
You will be the greatest witch
in the world.
Isn't that what you've always wanted?
Isn't that why you came here?
Yes.
I am ready to receive the Gift.
Citizens of Halloweentown, behold.
I give you... your queen.
Queen Cromwell,
grace us with a display of your power.
Use your Gift.
Citizens of
Halloweentown, I now possess the power
to make you my slaves
and bend you to my will.
Exis imperium principia.
Yes, my queen!
Did I just say that?
By the power of the Dominion,
do as I command.
For you, my queen.
Now, Aneesa.
By the power of three I command you
to destroy the Gift forever.
No!
Extiendo aterus!
Happy Halloween!
Yeah.
Good job, boys.
This is ridiculous.
- Persimmon Periwinkle.
- It's Agent Periwinkle.
Of the Halloweentown
Anti-Dominion League.
Preposterous!
What's preposterous is how long
I've been undercover. Ten centuries!
You are all hereby stripped
of your magic powers
and are under arrest for treason!
Get me out of here!
So your Gift is gone forever.
No, it's not.
My gift is and always will be you.
Oh.
Man, this family is so mushy.
Just don't lick my face.
- Sorry about your lamp.
- I was gonna redecorate anyway.
You know, I'm looking for a roommate.
- Really?
- Yeah, I have a really big room.
It was originally built
for a queen, you know.
- Hey.
- Hey.
You know, I'd really hoped
you two had moved past monosyllables.
I think I'll go help...
What you did,
giving up that power...
You probably think it was stupid.
Stupid?
I think it's amazing.
Power isn't important to me.
What kind of warlock
doesn't like power?
The mortal kind.
When my dad tried to steal
your family's magic,
the Council took his powers
and I renounced mine.
I can't do magic,
I can't fly on a broom
or any other cleaning instrument.
Those flowers I gave you, that was just
a trick I learned from some book.
I'm a mortal now, Marnie.
I should have told you. I'm sorry.
Ethan Dalloway?
- Yep.
- What's up, man?
- He's mortal now.
- Oh.
I knew there was something I liked
about that kid.
Hey, Scarlett.
I, uh, think you owe
my boy, Dylan, an apology.
Excuse me? If anything,
he should apologize to me.
I wasted a whole month of college
on that toad.
Ooh. Join me in
a little Sinister magic, sisters?
My magic! It's gone!
Uh, yours, your father's,
your whole family's, actually.
- I don't get it.
- We're mortal, dumbbell!
We might as well be... ugly.
It is comforting to know
that you will have such good friends
- for the next four years.
- So you're saying I can stay?
Clearly, I don't control you.
Just promise me
that you will call home more often.
- I promise.
- OK.
I love you, Mom.
- Hey.
- Hey.
Mom? Are you watching them?
What? Oh, uh, no!
'Cause then, that would be spying.
- Something on your mind?
- Yeah.
The amulet.
I can't believe
Marnie actually destroyed it.
Well, you saw the fireworks.
But it was a precious Cromwell heirloom.
- It belonged to Grandma Aggie.
- And knowing Marnie,
she probably would have done
something more interesting with it.
Like what? Hid it someplace?
Or gave it to someone
that she trusts absolutely.
Oh, boy.